Newton Fund Grant Agreement Base Template · 2020-05-04 · Newton Fund Grant Agreement Base...

Newton Fund Grant Agreement Base Template

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Last Updated: May 2019

The British Council: THE BRITISH COUNCIL, incorporated by Royal Charter and registered as a charity (under number 209131 in England & Wales and number SC037733 in Scotland), with its principal office at 10 Spring Gardens, London, SW1A 2BN

The Recipient: TBC

Date:

Application ID:

TBC

TBC

This Agreement is made on the date set out above subject to the terms set out in the schedules listed below which both the British Council and the Recipient undertake to observe in the performance of this Agreement.

The British Council shall award the Grant to the Recipient for the purposes of funding the Project described in Schedule 1 on the terms and conditions of this Agreement.

The Recipient acknowledges that, where it will carry out the Project in partnership and/or collaboration with, and will pass some or all of the Grant to, any other organisation(s) (such organisation(s) not being a party to this Agreement (“Sub Grantee”)), it will ensure that it enters into formal, legally binding agreements with each Sub Grantee on terms which reflect and are no less onerous than the terms of this Agreement and that it shall remain wholly liable and responsible for all acts and omissions (howsoever arising) of each Sub Grantee.

Schedules

Schedule 1 Special Terms

Schedule 2 Project Proposal

Schedule 3 Standard Terms

Schedule 4 Project Summary Budget

Schedule 5 Guidelines for Applicants

Schedule 6 Reporting Requirements

Schedule 7 Bank details form

Schedule 8 Newton Fund Brand Identity Guidelines

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Newton Fund Grant April 2020

This Agreement shall only become binding on the British Council upon its signature by an authorised signatory of the British Council subsequent to signature by or on behalf of the Recipient.

IN WITNESS whereof the parties or their duly authorised representatives have entered into this Agreement on the date set out above.

Signed by the duly authorised representative of THE BRITISH COUNCIL

Name: ................................................... Signature: ..................................................

Position: ...................................................

Signed by the duly authorised representative of TBC

Name: ................................................... Signature: ..................................................

Position: ...................................................

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Schedule 1

Special Terms

Terms defined in this Schedule 1 shall have the same meanings when used throughout this

Agreement.

In the event of any conflict between the terms set out in the various Schedules, the Schedules shall

prevail in the order in which they appear in the Agreement.

For the purposes of the Project and the Grant, the terms of this Agreement shall prevail over any

other terms and conditions issued by the British Council (whether on a purchase order or otherwise).

1 The Project

1.1 The British Council awards the Grant for the purposes of implementing activities under the

Newton Fund programme between the United Kingdom and Participating Country as more

fully described in the Project Proposal (Schedule 2) (the “Project”).

1.2 The Recipient will carry out the Project in collaboration with TBC who is providing matched

funding, for the purpose of implementing the Project, as detailed in the Project Proposal

(Schedule 2).

1.3 The Recipient will deliver the Project and manage the Grant, including where relevant,

disbursing the Grant to Sub Grantees in accordance with the Project Proposal detailed in

Schedule 2.

2 Commencement and Duration

2.1 This Agreement shall come into force on TBC and shall continue in full force and effect until

TBC (the “Term”).

2.2 Notwithstanding anything to the contrary elsewhere in this Agreement, the British Council shall

be entitled to terminate this Agreement by serving not less than 30 days’ written notice on the

Recipient.

3 The Grant

3.1 The amount of the grant awarded to the Recipient is TBC (the “Grant”).

3.2 In consideration of the Recipient’s delivery of the Project, the Grant shall be paid by the British

Council to the Recipient by BACS transfer in accordance with the payment schedule below,

subject to the Recipient’s satisfactory compliance with the terms of this Agreement:

Payment Maximum payable Requirements/Milestones/Key Dates

etc

1 80% Agreement Signed

2 10% Approved Interim Report

3 10% Approved Final Narrative and

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Financial Report

3.3 The British Council shall not be obliged to pay any Grant instalment to the extent that is has

not received funding relating to that instalment from the Funder (as defined in clause 5.1

below).

3.4 The Recipient may not under any circumstances transfer any amount of the Grant or use the

Grant for the benefit of the organisation identified in clause 1.2 or any other third party

associated with such organisation.

4 Eligibility Criteria

4.1 The Recipient must comply with the eligibility criteria and requirements detailed in Schedule 5

Guidelines for Applicants (“Eligibility Criteria”) in order to qualify for the Grant:

4.2 The Recipient warrants that it will continue to comply with the Eligibility Criteria throughout the

Term.

5 Funder

5.1 The body providing funding for the Grant is: the Department for Business, Energy and

Industrial Strategy (the “Funder”).

6 Service of notices

6.1 For the purposes of clause 26 of Schedule 3, notices are to be sent to the following

addresses:

To the British Council To the Recipient

TBC TBC

7 Insurance Requirements

7.1 The Recipient shall take out and maintain during the Term with a reputable insurance

company the following cover types with the following indemnity limits:

Insurance Cover Indemnity Limit

Employer’s liability £5,000,000 per claim

Public liability £2,000,000 per occurrence and in the aggregate (annual total of

all losses)

Professional indemnity £2,000,000 per occurrence and in the aggregate (annual total of

all losses)

Medical and travel as needed and as advised by the relevant insurance provider

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or such other insurance cover types and indemnity limits as may be agreed between the

parties in writing from time to time.

8 Locations

8.1 The Project will be carried out in the United Kingdom and TBC (“Location(s)”) or such other

locations as may be agreed between the parties in writing from time to time.

9 Publicity

9.1 Where the Recipient is responsible for the preparation of Project materials or materials

promoting the Project, in addition to the publicity obligations in Schedule 3 clause 12 the

Recipient shall:

9.1.1 ensure all materials are prepared in accordance with the Newton Fund Brand

Identity Guidelines at Schedule 8;

9.1.2 acknowledge the Funder as the body providing funding for the Grant; and

9.1.3 acknowledge TBC as the organisation providing match funding for the Project.

9.2 For the avoidance of doubt, the Recipient and the British Council agree that nothing in the

Agreement shall prevent the Recipient from publishing the results of the Project in academic

publications to ensure knowledge dissemination, provided always that the Recipient acts in

accordance with this clause 9 and the publicity requirements at Schedule 3 clause 12.

10 Recipient Responsibilities

10.1 The Recipient shall:

10.1.1 use the Grant only for eligible costs detailed in Project Summary Budget at

Schedule 4 and Guidelines for Applicants Schedule 5 and disburse the Grant in

accordance with the terms of this Agreement;

10.1.2 complete and submit interim and final reports to the British Council in accordance

with the Reporting Requirements at Schedule 6. The final report must be submitted

to the British Council within 30 days of completion of the Project and shall also

include a summary statement of expenses relating to the Grant, together with

supporting documentation;

10.1.3 complete British Council monitoring and evaluation surveys, including impact

surveys after the end of the Project as outlined in the Reporting Requirements at

Schedule 6;

10.1.4 comply with the specific guidelines governing the Project provided by the British

Council at Schedule 5 and Error! Reference source not found. of this Agreement

and any other reasonable requirements notified to the Recipient from time to time

by the British Council and;

10.1.5 complete and return the Bank Details Form at Schedule 7 to the British Council

upon signature of this Agreement.

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11 Principal Applicant

11.1 The Recipient shall be represented by the following named individual who will be responsible

for the overall implementation of the Project: TBC (the “Principal Applicant”).

11.2 The Recipient shall not, without the British Council’s prior written consent (not to be

unreasonably withheld or delayed), replace the Principal Applicant. The British Council

acknowledges that the Recipient will have to replace the Principal Applicant where such

person leaves the employment of the Recipient, in which case the British Council shall have a

right of approval over the proposed replacement (such approval not to be unreasonably

withheld or delayed).

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Schedule 2

Project Proposal

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Schedule 3

Standard Terms

1 Interpretation

1.1 In this Agreement:

“British Council Entities” means the subsidiary companies and other organisations

Controlled by the British Council from time to time, and any organisation which Controls the

British Council (the “Controlling Entity”) as well as any other organisations Controlled by the

Controlling Entity from time to time;

“British Council Requirements” means the instructions, requirements, policies, codes of

conduct, guidelines, forms and other documents notified to the Recipient in writing or set out

on the British Council’s website at http://www.britishcouncil.org/new/about-

us/jobs/folder_jobs/register-as-a-consultant/policies-for-consultants-and-associates/ or such

other web address as may be notified to the Recipient from time to time (as such documents

may be amended, updated or supplemented from time to time during the Term);

“Code” means the Department of Constitutional Affairs’ Code of Practice on the discharge of

public authorities’ functions under Part 1 of the Freedom of Information Act 2000 (issued under

section 45 of that Act) (November 2004) as may be updated or re-issued from time to time and

any other relevant codes of practice published by the Department of Constitutional Affairs or

its successor bodies;

“Confidential Information” means any information which has been designated as confidential

by either party in writing or that ought to be considered as confidential (however it is conveyed

or on whatever media it is stored) including information which relates to the business, affairs,

finances, properties, assets, trading practices, developments, trade secrets, Intellectual

Property Rights, know-how, personnel, and customers of the British Council or the Recipient

(as the case may be) and all personal data and special categories of personal data within the

meaning of the Data Protection Legislation;

“Control” means the ability to direct the affairs of another party whether by virtue of the

ownership of shares, contract or otherwise (and “Controlled” shall be construed accordingly);

“Environmental Information Regulations” means the Environmental Information

Regulations 2004;

“Equality Legislation” means any and all legislation, applicable guidance and statutory codes

of practice relating to diversity, equality, non-discrimination and human rights as may be in

force from time to time in England and Wales or in any other territory in which, or in respect of

which, the Project relates;

“FOIA” means the Freedom of Information Act 2000 and any subordinate legislation made

under that Act from time to time together with any guidance and/or codes of practice issued by

the Information Commissioner in relation to such legislation;

http://www.britishcouncil.org/new/about-us/jobs/folder_jobs/register-as-a-consultant/policies-for-consultants-and-associates/

http://www.britishcouncil.org/new/about-us/jobs/folder_jobs/register-as-a-consultant/policies-for-consultants-and-associates/

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“Funder Agreement” means the agreement (if any) between the Funder (if any) and the

British Council relating to the provision of the funding out of which the Grant is made;

“Funder Requirements” means the specific requirements of the Funder (if any), including the

terms of the Funder Agreement, as incorporated into this Grant Agreement or otherwise

notified to the Recipient in writing (including, without limitation, by means of email or any

website or extranet);

“Information Disclosure Requirements” means the requirements to disclose information

under:

(a) the Code;

(b) the FOIA; and

(c) the Environmental Information Regulations;

“Intellectual Property Rights” means any copyright and related rights, patents, rights to

inventions, registered designs, database rights, design rights, topography rights, trade marks,

service marks, trade names and domain names, trade secrets, rights in unpatented know-how,

rights of confidence and any other intellectual or industrial property rights of any nature

including all applications (or rights to apply) for, and renewals or extensions of such rights and

all similar or equivalent rights or forms of protection which subsist or will subsist now or in the

future in any part of the world;

“Newton Fund Brand Identity Guidelines” means the visual identity and branding

guidelines and instructions applicable to all Newton Fund activity detailed in Schedule 8;

“Recipient’s Team” means the Recipient and, where applicable, any Relevant Person, and

all other employees, consultants, agents and sub-contractors which the Recipient engages in

any way in relation to the Project;

“Relevant Person” means any individual employed or engaged by the Recipient and involved

in the Project, or any agent or contractor or sub-contractor of the Recipient who is involved in

the Project; and

“Request for Information” means a request for information (as defined in FOIA) relating to or

connected with this Agreement or the British Council more generally or any apparent request

for such information under the Information Disclosure Requirements.

1.2 In this Agreement:

1.2.1 any headings in this Agreement shall not affect the interpretation of this Agreement;

1.2.2 a reference to a statute or statutory provision is (unless otherwise stated) a

reference to the applicable UK statute as it is in force for the time being, taking

account of any amendment, extension, or re-enactment and includes any

subordinate legislation for the time being in force made under it;

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1.2.3 where the words “include(s)” or “including” are used in this Agreement, they are

deemed to have the words “without limitation” following them, and are illustrative

and shall not limit the sense of the words preceding them;

1.2.4 without prejudice to clause 1.2.5, except where the context requires otherwise,

references to:

(i) services being provided to, or other activities being provided for, the British

Council;

(ii) any benefits, warranties, indemnities, rights and/or licences granted or

provided to the British Council; and

(iii) the business, operations, customers, assets, Intellectual Property Rights,

agreements or other property of the British Council,

shall be deemed to be references to such services, activities, benefits, warranties,

indemnities, rights and/or licences being provided to, or property belonging to, each

of the British Council and the British Council Entities and this Agreement is

intended to be enforceable by each of the British Council Entities; and

1.2.5 obligations of the British Council shall not be interpreted as obligations of any of the

British Council Entities.

2 Recipient’s obligations

2.1 The Recipient warrants that the information given to the British Council in connection with the

Project Proposal is true and acknowledges that the British Council awards the Grant on this

basis.

2.2 The Recipient shall apply the Grant solely and exclusively for the purposes of funding the

Project and will not use the Grant to fund any activity that may be party-political in intention

use or presentation or to propagate a particular religion. The Recipient agrees to reimburse

the British Council in full if the Grant is not used for this purpose.

2.3 The Recipient confirms that the Project and the award of the Grant to it shall not breach any

applicable State Aid rules within the meaning of Article 107 Treaty of the Functioning of the

European Union and any related legislation.

2.4 The Recipient shall notify the British Council in writing of any amount of other funding including

other public sector funding (if any) and/or guarantees secured by or offered to it for any

purpose related to the Project as soon as it is approved.

2.5 The Recipient shall deliver all aspects of the Project as set out in the Project Proposal with

reasonable skill and care and in compliance at all times with the terms of this Agreement and

all applicable regulations and legislation in force from time to time at the Location(s).

2.6 The Recipient shall comply with, and complete and return any forms or reports from time to

time required by, the British Council Requirements and/or the Eligibility Criteria.

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2.7 The Recipient shall comply with the Funder Requirements (if any) as notified to the Recipient

in writing and shall do nothing to put the British Council in breach of the Funder Requirements

(if any).

2.8 The Recipient shall not at any time do or say anything which damages or which could

reasonably be expected to damage the interests or reputation of the British Council or the

Funder (if any) or their respective officers, employees, agents or contractors.

2.9 The Recipient shall keep full and proper accounts and records of income and expenditure with

regard to the Project and the British Council shall be entitled to receive copies of all

information reasonably required on request (including, without limitation, bank statements,

receipts and vouchers for expenditure incurred) and to audit the administration by the

Recipient of the Grant and the Project.

2.10 Where the British Council and/or the Funder requires more information or considers that any

report and/or other documentation is not acceptable, or where the British Council and/or the

Funder believes that the performance of the activity undertaken is not in accordance with this

Agreement, the British Council shall provide sufficient details to the Recipient to enable it to

rectify the situation. The British Council reserves the right to suspend or terminate (as the

case may be) the Project and the Agreement in the event that the Recipient is not able to

rectify the situation to the satisfaction of the British Council (and/or the Funder).

2.11 The Recipient undertakes to work with the British Council to monitor and evaluate progress

made towards achieving the Project through regular communication, face to face meetings if

required and progress reports and agrees to provide any relevant information related to the

activities detailed in the Project Proposal as and when requested.

2.12 The Recipient shall comply with all applicable legislation and codes of practice relating to child

protection and the promotion of the welfare of children in force in England and Wales and any

other territory in which the Project takes place or to which the Project relates.

2.13 The Recipient shall use its reasonable endeavours to ensure that it does not become involved

in any conflict of interests between the interests of the British Council and/or the Funder and

the interests of the Recipient itself or any client of the Recipient. The Recipient shall notify the

British Council in writing as soon as is practically possible of any potential conflict of interests

and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any

conflict of interests. In the event that a conflict of interests does arise, the British Council shall

be entitled to terminate this Agreement on immediate written notice.

3 Capital Assets

3.1 A “Capital Asset” means any item of equipment or other asset costing £10,000 (ten thousand

pounds) (excluding VAT) or more which, on the date of purchase, has a useful life of more

than one year and is purchased wholly or partly out of the Grant.

3.2 The Recipient shall obtain the prior written consent of the British Council (and, where

applicable, the Funder) before purchasing any Capital Asset.

3.3 Subject to clause 3.2, the Recipient shall advise the British Council in writing of the purchase

of any Capital Asset and shall advise the British Council of its date of purchase, its purchase

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price (excluding VAT), its location and details of anyone else having an interest in the Capital

Asset.

3.4 The Recipient shall not dispose of any Capital Asset without the British Council’s prior written

consent. The British Council may require the sale of any Capital Asset at open market value

and may also require payment to the British Council of a share of the net proceeds of sale in

proportion to the amount of Grant contributed to its purchase.

4 Withholding, Reduction and Repayment of the Grant

4.1 The British Council may (and may be obliged by the Funder to) reduce, withhold or claim a

repayment (in full or in part) of the Grant if:

4.1.1 the Recipient fails to comply with the terms of this Agreement;

4.1.2 the Recipient breaches the warranty in clause 4.2 of Schedule 1;

4.1.3 the Recipient makes a change to the Project which the British Council and/or the

Funder has not approved;

4.1.4 the Recipient attempts to dispose of a Capital Asset without the British Council’s

prior written consent;

4.1.5 there is any financial irregularity or fraud in the operation of the Project;

4.1.6 there has been any overpayment of the Grant; or

4.1.7 the Funder reduces the amount of funding available, withdraws funding or

demands repayment of any part of the Grant.

4.2 The British Council will notify the Recipient in writing of any decision it (or the Funder) takes to

reduce, withhold or claim a repayment of the Grant or any part of it and will, if appropriate,

arrange a meeting with the Recipient to discuss the consequences of such decision.

4.3 If the British Council demands repayment of the Grant or any part of it, the Recipient shall

make repayment within 30 days.

4.4 The Grant is fully inclusive of any and all taxes that may be payable in connection with the

award, receipt or use of the Grant. The Recipient will deduct any such taxes out of the Grant

and in no circumstances shall the British Council be required to pay any additional sums in

respect of such taxes. In the event that the British Council is required by the laws or

regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the

Grant, the British Council shall deduct and account for such taxes before paying the remainder

of the Grant to the Recipient and shall notify the Recipient in writing of all such sums properly

deducted.

5 Change Control

5.1 If the Recipient wishes to change the scope of the Project, it shall submit details of the

requested change to the British Council in writing and such change shall only be implemented

if agreed in accordance with the remainder of this clause.

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5.2 If the Recipient requests a change to the scope of the Project, it shall send such request to the

British Council in writing, accompanied by a written statement of the following matters:

5.2.1 the likely time required to implement the change;

5.2.2 any foreseeable impact that the proposed change may have on the Recipient’s

compliance with the Eligibility Criteria; and

5.2.3 any other impact of the proposed change on the terms of this Agreement; and

the British Council shall withhold or give its consent to such change in its sole discretion. If the

British Council allows the Recipient to proceed with the change, the Recipient shall do so,

following a variation of this Agreement in writing reflecting the agreed change in accordance

with clause 20.

6 Intellectual Property Rights

6.1 All Intellectual Property Rights shall remain the exclusive property of the party owning it. It is

the responsibility of the Recipient, and all engaged in the research, between them to agree, in

good faith negotiations on the ownership of jointly developed intellectual property (IP) rights

and to make every reasonable effort to ensure that any new Intellectual Property Rights

obtained in the course of the research are used to the benefit of society and to address

poverty in the partner country.

6.2 Where any Intellectual Property Rights owned or licensed by the British Council are required

to be used in connection with the delivery of the Project, the Recipient acknowledges that it

shall have no right to use the same except to the extent necessary for the delivery of the

Project and subject to such consents and restrictions as may be specified by the British

Council.

6.3 The Recipient warrants to the best of its knowledge that the delivery of the Project does not

and will not infringe any third party’s Intellectual Property Rights.

6.4 The Recipient hereby grants to the British Council an irrevocable, royalty-free, non-exclusive,

worldwide right and licence to use any information, data, reports, documents, or other

materials obtained, created or developed in the course of the Project for non-commercial

purposes to publicise and report on the activities of the British Council in connection with the

award of the Grant and the delivery of the Project. For the avoidance of doubt, such extracts

would not include unpublished data where the British Council’s using them could jeopardise

either future publication or commercialisation by the Intellectual Property Right owner.

7 Liability and Indemnity

7.1 Nothing in this Agreement shall exclude or restrict the liability of either party to the other for

death or personal injury resulting from negligence or for fraudulent misrepresentation or in any

other circumstances where liability may not be limited under any applicable law.

7.2 Subject to clause 7.1, the British Council’s total liability to the Recipient in respect of all other

losses arising under or in connection with this Agreement, whether in contract, tort, breach of

statutory duty, or otherwise, shall not exceed the amount of the Grant.

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7.3 Subject to clause 7.1, the Recipient’s total liability to the British Council in respect of all other

losses arising under or in connection with this Agreement, whether in contract, tort, breach of

statutory duty, or otherwise, shall not exceed the amount of £2,000,000 (two million pounds

Sterling).

7.4 Provided that the British Council has paid the Grant to the Recipient in accordance with this

Agreement, the Recipient shall be responsible for all claims, costs, expenses, losses and

liabilities howsoever arising in connection with the Project and the receipt and use of the Grant

and the Recipient shall indemnify and hold the British Council harmless from and against all

such claims, costs, expenses, losses and liabilities.

7.5 The provisions of this clause 7 shall survive termination of this Agreement, however arising.

8 Confidentiality

8.1 For the purposes of this clause 8:

8.1.1 the “Disclosing Party” is the party which discloses Confidential Information to, or

in respect of which Confidential Information comes to the knowledge of, the other

party; and

8.1.2 the “Receiving Party” is the party which receives Confidential Information relating

to the other party.

8.2 The Receiving Party shall take all necessary precautions to ensure that all Confidential

Information it receives under or in connection with this Agreement:

8.2.1 is given only to such of its staff and professional advisors or consultants engaged

to advise it in connection with this Agreement as is strictly necessary for the

performance of this Agreement and only to the extent necessary for the

performance of this Agreement; and

8.2.2 is treated as confidential and not disclosed (without the prior written consent of the

Disclosing Party) or used by the Receiving Party or any member of its staff or its

professional advisors or consultants otherwise than for the purposes of this

Agreement.

8.3 The provisions of clause 8.2 shall not apply to any Confidential Information which:

8.3.1 is or becomes public knowledge (otherwise than by breach of this clause 8);

8.3.2 was in the possession of the Receiving Party, without restriction as to its

disclosure, before receiving it from the Disclosing Party;

8.3.3 is received from a third party who lawfully acquired it and who is under no

obligation restricting its disclosure;

8.3.4 is independently developed without access to the Confidential Information; or

8.3.5 must be disclosed pursuant to a statutory, legal or parliamentary obligation placed

upon the Receiving Party.

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8.4 Nothing in this clause 8 shall prevent the Recipient from using any techniques, ideas or know-

how gained during the performance of this Agreement in the course of its normal business, to

the extent that it does not result in a disclosure of Confidential Information or an infringement

of Intellectual Property Rights.

8.5 In the event that the Recipient fails to comply with this clause 8, the British Council reserves

the right to terminate this Agreement by notice in writing with immediate effect.

8.6 The provisions under this clause 8 are without prejudice to the application of the Official

Secrets Act 1911 to 1989 to any Confidential Information.

8.7 Each party acknowledges that each party is subject to the Information Disclosure

Requirements and shall assist and co-operate with the other party to enable the other party to

comply with those requirements.

8.8 Where a party receives a Request for Information in relation to information that the party or

any of its sub-contractors is holding on behalf of the party and which the party does not hold

itself, the party shall, as soon as reasonably practicable after receipt, forward the Request for

Information to the other party and the other party shall:

8.8.1 provide the party with a copy of all such information in the form that the party

requires as soon as practicable and in any event within 10 calendar days (or such

other period as the party acting reasonably may specify) of the party’s request; and

8.8.2 provide all necessary assistance as reasonably requested by the party to enable it

to respond to the Request for Information within the time for compliance set out in

section 10 of the FOIA or regulation 5 of the Environmental Information

Regulations, as applicable.

8.9 Each party acknowledges that any lists or schedules provided by it outlining Confidential

Information are of indicative value only and that the other party may nevertheless be obliged to

disclose the other party’s Confidential Information in accordance with the Information

Disclosure Requirements:

8.9.1 in certain circumstances without consulting the other party; or

8.9.2 following consultation with the other party and having taken its views into account,

provided always that where clause 8.9.1 above applies, each shall, in accordance with the

recommendations of the Code, take reasonable steps to draw this to the attention of the other

after any such disclosure.

8.10 The provisions of this clause 8 shall survive the termination of this Agreement, however

arising.

9 Termination

9.1 Without prejudice to any other rights or remedies which the British Council may have, the

British Council may terminate this Agreement without liability to the Recipient immediately on

giving notice to the Recipient if:

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9.1.1 the Recipient uses the Grant or any part of it other than for the Project;

9.1.2 the Funder Agreement is terminated for any reason;

9.1.3 there is a change of Control of the Recipient; or

9.1.4 the funding for the Grant is otherwise withdrawn or ceases.

9.2 Either party may give notice in writing to the other terminating this Agreement with immediate

effect if:

9.2.1 the other party commits any material breach of any of the terms of this Agreement

and that breach (if capable of remedy) is not remedied within 30 days of notice

being given requiring it to be remedied (and where such breach is not capable of

remedy, the terminating party shall be entitled to terminate the Agreement with

immediate effect);

9.2.2 an order is made or a resolution is passed for the winding-up of the other party or

an administrator is appointed by order of the court or by other means to manage

the affairs, business and property of the other party or a receiver and/or manager

or administrative receiver is validly appointed in respect of all or any of the other

party’s assets or undertaking or circumstances arise which entitle the Court or a

creditor to appoint a receiver and/ or manage or administrative receiver or which

entitle the Court to make a winding-up or bankruptcy order or the other party takes

or suffers any similar or analogous action (in any jurisdiction) in consequence of

debt; or

9.2.3 the other party ceases, or threatens to cease, to carry on business.

9.3 In any circumstances where the British Council has the right to terminate this Agreement it

may instead, by serving written notice on the Recipient, suspend the Project for a reasonable

period.

9.4 Termination of this Agreement, however it arises, shall not affect or prejudice the accrued

rights of the parties as at termination or the continuation of any provision expressly stated to

survive, or implicitly surviving, termination.

10 Data Processing

10.1 In this clause:

10.1.1 “Data Protection Legislation” shall mean any applicable law relating to the

processing, privacy and use of Personal Data, as applicable to either party or the

Project under this Agreement, including the DPA and/or the GDPR, and /or any

corresponding or equivalent national laws or regulations; and any laws which

implement any such laws; and any laws that replace, extend, re-enact, consolidate

or amend any of the foregoing; all guidance, guidelines, codes of practice and

codes of conduct issued by any relevant regulator, authority or body responsible

for administering Data Protection Legislation (in each case whether or not legally

binding);

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10.1.2 “DPA” means the UK Data Protection Act 2018;

10.1.3 “GDPR” means the General Data Protection Regulation (EU) 2016/679; and

10.1.4 “Personal Data” means “personal data” (as defined in the Data Protection

Legislation) that are processed under this Agreement.

10.2 The Recipient shall not breach the Data Protection Legislation and warrants that in carrying

out its obligations under this Agreement it will not breach the Data Protection Legislation or do

or omit to do anything that might cause the British Council to be in breach of the Data

Protection Legislation.

11 Audit

11.1 The Recipient will fully co-operate with and assist the British Council in meeting its audit and

regulatory requirements by providing access for the British Council, the Funder, their internal

auditors (which shall include, for the purposes of this Agreement the British Council’s internal

audit, security and operational risk functions), their external auditors or any agents appointed

by the British Council and/or the Funder or their regulators (or any person appointed by such

body) to conduct appropriate reviews and inspections of the activities and records of the

Recipient (and to take copies of records and documents and interview members of the

Recipient’s Team) relating to the Grant and the Project. The Recipient shall maintain all

records relating to this Agreement (including, without limitation, records relating to the Grant

and the Project) for a period of seven (7) years following the year in which the Project is

completed.

11.2 The Recipient shall bear its own cost in relation to any reasonable number of audits carried

out by the British Council and/or the Funder. Where any audit reveals any breach or non-

compliance by the Recipient, the Recipient shall also bear the costs of the British Council

and/or the Funder carrying out such audit.

12 Publicity

12.1 The provisions of this clause 12 shall apply unless specifically varied by the British Council

Requirements or the Funder Requirements.


12.2.1 obtain the British Council’s prior written consent to all promotional activity, public

statements or press releases issued by the Recipient or on the Recipient’s behalf in

relation to the Project or any aspect of it;

12.2.2 inform the British Council in advance of any materials being published or any

publicity events being held in connection with the Project

12.2.3 where requested to do so by the British Council, acknowledge the award of the

Grant by the British Council (and, where applicable, the Funder) in any publicity

about the Project; and

12.2.4 incorporate the British Council’s logo in all marketing materials in accordance with

the British Council’s visual identity guidelines for the Project (being such guidelines

18


as shall be notified in advance to the Recipient) and will not use the British

Council’s logo for any other purpose whatsoever.

12.3 Each party shall ensure that where it is responsible for the preparation of Project materials or

materials promoting the Project or the parties’ involvement in the Project it shall acknowledge

the funding role of the Funder and ensure the materials are prepared in accordance with the

Newton Fund Brand Identity Guidelines.

12.4 For the avoidance of doubt, the Recipient and the British Council agree that nothing in the

Agreement shall prevent the Recipient from publishing the results of the Project in academic

publications to ensure knowledge dissemination, provided always that the Recipient acts in

accordance with clause 12.2.2 and 12.2.3.

13 Employees

13.1 The Recipient agrees that it will not, without the prior written consent of the British Council,

whether directly or indirectly, and whether alone or in conjunction with, or on behalf of, any

other person during the Term or for a period of 6 (six) months following termination, solicit or

entice, or endeavour to solicit or entice away from the British Council any person employed by

the British Council and involved directly in the award of the Grant.

14 Anti-Corruption, Anti-Collusion and Tax Evasion

14.1 The Recipient undertakes and warrants that it has not offered, given or agreed to give (and

that it will not offer, give or agree to give) to any person any gift or consideration of any kind as

an inducement or reward for doing or forbearing to do anything in relation to the obtaining of

this Agreement or the performance by the Recipient of its obligations under this Agreement.

14.2 The Recipient warrants that it, and any Relevant Person, has and will retain in place, and

undertakes that it, and any Relevant Person, will at all times comply with, policies and

procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set

out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with

its dealings with other parties, whether in the UK or overseas.

14.3 The Recipient warrants that:

14.3.1 it, and any Relevant Person, has not colluded, and undertakes that it will not at any

time collude, with any third party in any way in connection with this Agreement

(including in respect of pricing under this Agreement); and

14.3.2 it, and any Relevant Person, has not engaged, and will not at any time engage, in

any activity, practice or conduct which would constitute either:

14.3.3 a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances

Act 2017; or

14.3.4 a foreign tax evasion facilitation offence under section 46(1) of the Criminal

Finances Act 2017.

Nothing under this clause 14.3 is intended to prevent the Recipient from discussing the terms

of this Agreement with the Recipient’s professional advisors.

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14.4 The Recipient acknowledges and agrees that British Council may, at any point during the

Term and on any number of occasions, carry out searches of relevant third party screening

databases (each a “Screening Database”) to ensure that neither the Recipient, the

Recipient’s Team nor any of the Recipient’s Team’s directors or shareholders (where

applicable), is or have been listed:

14.4.1 as an individual or entity with whom national or supranational bodies have decreed

organisations should not have financial dealings;

14.4.2 as being wanted by Interpol or any national law enforcement body in connection

with crime;

14.4.3 as being subject to regulatory action by a national or international enforcement

body;

14.4.4 as being subject to export, trade or procurement controls or (in the case of an

individual) as being disqualified from being a company director; and/or

14.4.5 as being a heightened risk individual or organisation, or (in the case of an

individual) a politically exposed person,

(together the “Prohibited Entities”).

14.5 The Recipient warrants that it will not make payment to, transfer property to, or otherwise have

dealings with, any Prohibited Entity.

14.6 If any of the Recipient, the Recipient’s Team or the Recipient’s Team’s directors or

shareholders (where applicable) is:

14.6.1 listed in a Screening Database for any of the reasons set out in clause 14.4, or

14.6.2 breaches any of its obligations set out in clauses 14.1, 14.2, 14.3 or 14.5;

then the Recipient shall promptly notify the British Council of any such breach(es) and the

British Council shall be entitled to takes the steps set out at clause 14.7 below.

14.7 In the circumstances described at clause 14.6.1 and/or 14.6.2, and without prejudice to any

other rights or remedies which the British Council may have, the British Council may:

14.7.1 terminate this Agreement without liability to the Recipient immediately on giving

notice to the Recipient; and/or

14.7.2 require the Recipient to take any steps the British Council reasonably considers

necessary to manage the risk to the British Council of contracting with the

Recipient (and the Recipient shall take all such steps and shall provide evidence of

its compliance if required); and/or

14.7.3 reduce, withhold or claim a repayment (in full or in part) of the charges payable

under this Agreement; and/or

14.7.4 share such information with third parties.

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14.8 The Recipient shall provide the British Council with all information reasonably requested by

the British Council to complete the screening searches described in clause 14.4.

14.9 Without limitation to clauses 14.1, 14.2, 14.3, 14.4, 14.5, 14.6, 14.7 and 14.8 above, the

Recipient shall:

14.9.1 ensure that all Relevant Persons involved in the Project or with this Agreement

have been vetted and that due diligence is undertaken on a regular continuing

basis to such standard or level of assurance as is reasonably necessary in relation

to a person in that position in the relevant circumstances; and

14.9.2 maintain accurate and up to date records of:

(i) any requests to facilitate any UK tax evasion offence or any foreign tax

evasion offence made to the Recipient or any Relevant Person in

connection with the Project or with this Agreement either in the United

Kingdom or elsewhere;

(ii) any action taken by the Recipient or any Relevant Person to inform the

relevant enforcement bodies or regulatory authorities that the Recipient or

any Relevant Person has been requested to facilitate a UK tax evasion

offence or a foreign tax evasion offence (except to the extent that the

Recipient or any Relevant Person is prevented by law from doing so);

(iii) its compliance with its obligations under this clause 14 and all training and

guidance provided to Relevant Persons in respect of the obligations under

this clause and applicable laws for the prevention of tax evasion;

(iv) the Recipient’s monitoring of compliance by Relevant Persons with

applicable policies and procedures;

(v) the measures that the Recipient has taken in response to any incidence of

suspected or actual tax evasion or facilitation of tax evasion or breach of

this clause 14; and

14.9.3 maintain and provide such access to the records or information referred to in

clause 14.9.2; and

14.9.4 ensure that all Relevant Persons involved in performing services in connection with

this Agreement are subject to and at all times comply with equivalent obligations to

the Recipient under this clause 14.

14.10 For the purposes of this clause 14, the expression “Relevant Person” shall mean all or any of

the following: (a) Relevant Persons; and (b) any Relevant Person employed or engaged by a

Relevant Person.

15 Anti-slavery and human trafficking


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15.1.1 ensure that slavery and human trafficking is not taking place in any part of its

business or in any part of its supply chain;

15.1.2 implement due diligence procedures for its own suppliers, subcontractors and other

participants in its supply chains, to ensure that there is no slavery or human

trafficking in its supply chains;

15.1.3 respond promptly to all slavery and human trafficking due diligence questionnaires

issued to it by the British Council from time to time and ensure that its responses to

all such questionnaires are complete and accurate; and

15.1.4 notify the British Council as soon as it becomes aware of any actual or suspected

slavery or human trafficking in any part of its business or in a supply chain which

has a connection with this Agreement.

15.2 If the Recipient fails to comply with any of its obligations under clause 15.1, without prejudice

to any other rights or remedies which the British Council may have, the British Council shall be

entitled to:

15.2.1 terminate this Agreement without liability to the Recipient immediately on giving

notice to the Recipient; and/or

15.2.2 require the Recipient to take any steps the British Council reasonably considers

necessary to manage the risk to the British Council of contracting with the

Recipient (and the Recipient shall take all such steps); and/or

15.2.3 reduce, withhold or claim a repayment (in full or in part) of the Grant; and/or

15.2.4 share with third parties information about such non-compliance.

16 Equality, Diversity and Inclusion

16.1 The Recipient shall ensure that it does not, whether as an employer or provider of services

and/or goods, discriminate within the meaning of the Equality Legislation.

16.2 The Recipient shall comply with any equality or diversity policies or guidelines included in the

British Council Requirements.

17 Assignment

17.1 The Recipient shall not, without the prior written consent of the British Council, assign,

transfer, charge, create a trust in, or deal in any other manner with all or any of its rights or

obligations under this Agreement.

17.2 The British Council may assign or novate this Agreement to: (i) any separate entity Controlled

by the British Council; (ii) any body or department which succeeds to those functions of the

British Council to which this Agreement relates; or (iii) any provider of outsourcing or third

party services that is employed under a service contract to provide services to the British

Council. The Recipient warrants and represents that it will (at the British Council’s reasonable

expense) execute all such documents and carry out all such acts, as reasonably required to

give effect to this clause 17.2.

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18 Waiver

18.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only

to the party to whom the waiver is addressed and the circumstances for which it is given.

19 Entire agreement

19.1 This Agreement and any documents referred to in it constitute the entire agreement and

understanding between the parties with respect to the subject matter of this Agreement and

supersede, cancel and replace all prior agreements, licences, negotiations and discussions

between the parties relating to it. Each party confirms and acknowledges that it has not been

induced to enter into this Agreement by, and shall have no remedy in respect of, any

statement, representation, warranty or undertaking (whether negligently or innocently made)

not expressly incorporated into it. However, nothing in this Agreement purports to exclude

liability for any fraudulent statement or act.

20 Variation

20.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf

of each of the parties.

21 Severance

21.1 If any provision of this Agreement (or part of any provision) is found by any court or other

authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-

provision shall, to the extent required, be deemed not to form part of the Agreement, and the

validity and enforceability of the other provisions of the Agreement shall not be affected.

22 Counterparts

22.1 This Agreement may be executed in counterparts, each of which when executed shall

constitute a duplicate original, but all counterparts shall together constitute one agreement.

Where this Agreement is executed in counterparts, following execution each party must

promptly deliver the counterpart it has executed to the other party. Transmission of an

executed counterpart of this Agreement by email in PDF, JPEG or other agreed format shall

take effect as delivery of an executed counterpart of this Agreement.

23 Third party rights

23.1 Subject to clause 1.2.4, this Agreement does not create any rights or benefits enforceable by

any person not a party to it except that a person who under clause 17 is a permitted successor

or assignee of the rights or benefits of a party may enforce such rights or benefits.

23.2 The parties agree that no consent from the British Council Entities or the persons referred to in

this clause is required for the parties to vary or rescind this Agreement (whether or not in a

way that varies or extinguishes rights or benefits in favour of such third parties).

24 No partnership or agency

24.1 Nothing in this Agreement is intended to, or shall operate to, create a partnership between the

parties, or to authorise either party to act as agent for the other, and neither party shall have

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authority to act in the name or on behalf of or otherwise to bind the other in any way (including

the making of any representation or warranty, the assumption of any obligation or liability and

the exercise of any right or power) and neither party shall incur any expenditure in the name of

or for the account of the other.

25 Force Majeure

25.1 Subject to clauses 25.2 and 25.3, neither party shall be in breach of this Agreement if it is

prevented from or delayed in carrying on its business by acts, events, omissions or accidents

beyond its reasonable control (a “Force Majeure Event”) including (insofar as beyond such

control but without prejudice to the generality of the foregoing expression) strikes, lock-outs or

other industrial disputes, failure of a utility service or transport network, act of God, war, riot,

civil commotion, malicious damage, volcanic ash, earthquake, explosion, terrorist act,

compliance with any law or governmental order, rule, regulation or direction, accident,

breakdown of plant or machinery, fire, flood or storm.

25.2 A party that is subject to a Force Majeure Event shall not be in breach of this Agreement

provided that:

25.2.1 it promptly notifies the other party in writing of the nature and extent of the Force

Majeure Event causing its failure or delay in performance;

25.2.2 it could not have avoided the effect of the Force Majeure Event by taking

precautions which, having regard to all the matters known to it before the Force

Majeure Event, it ought reasonably to have taken, but did not; and

25.2.3 it has used all reasonable endeavours to mitigate the effect of the Force Majeure

Event, to carry out its obligations under this Agreement in any way that is

reasonably practicable and to resume the performance of its obligations as soon as

reasonably possible.

25.3 Nothing in this clause 25 shall excuse a party for non-performance (or other breach) of this

Agreement if such non-performance (or other breach) results from the acts or omissions of

any of that party’s consultants and/or sub-contractors (except where such acts or omissions

are caused by any of the circumstances specifically listed in clause 25.1).

26 Notice

26.1 Notice given under this Agreement shall be in writing, sent for the attention of the person

signing this Agreement on behalf of the recipient party and to the address given on the front

page of this Agreement (or such other address or person as the relevant party may notify to

the other party) and shall be delivered:

26.1.1 personally, in which case the notice will be deemed to have been received at the

time of delivery;

26.1.2 by pre-paid, first-class post if the notice is being sent to an address within the

country of posting, in which case the notice will be deemed to have been received

at 09:00 in the country of receipt on the second (2nd) normal working day in the

country specified in the recipient’s address for notices after the date of posting; or

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26.1.3 by international standard post if being sent to an address outside the country of

posting, in which case the notice will be deemed to have been received at 09:00 in

the country of receipt on the seventh (7th) normal working day in the country

specified in the recipient’s address for notices after the date of posting.

26.2 To prove service of notice, it is sufficient to prove that the envelope containing the notice was

properly addressed and posted or handed to the courier.

27 Governing Law and Dispute Resolution Procedure

27.1 This Agreement and any dispute or claim (including any non-contractual dispute or claim)

arising out of or in connection with it or its subject matter, shall be governed by, and construed

in accordance with, the laws of England and Wales.

27.2 Subject to the remainder of this clause 27, the parties irrevocably agree that the courts of

England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including

any non-contractual dispute or claim) that arises out of or in connection with this Agreement or

its subject matter.

27.3 In the event that any claim or dispute arises out of or in connection with this Agreement, the

parties shall, following service of written notice by one party on the other, attempt to resolve

amicably by way of good faith negotiations and discussions any such dispute or claim as soon

as reasonably practicable (and in any event within 14 calendar days after such notice or by

such later date as the parties may otherwise agree in writing). If the parties are unable to

resolve the dispute or claim in accordance with this clause 27.3, either party may commence

proceedings in accordance with clause 27.2.

27.4 Nothing in this clause 27 shall prevent either party from applying at any time to the court for

injunctive relief on the grounds of infringement, or threatened infringement, of the other party's

obligations of confidentiality contained in this Agreement or infringement, or threatened

infringement, of the applicant's Intellectual Property Rights.

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Schedule 4

Project Summary Budget

26


Schedule 5

Guidelines for Applicants

27


Schedule 6

Reporting Requirements

28


Schedule 7

Bank Details Form

29


Schedule 8

Newton Fund Brand Identity Guidelines

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